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Zoo ceases to exist, the balance of FOSAZ assets shall be distributed by a committee made <br />up of the POSAZ executive committee and an equal number of individuals from the City. <br />B. Administration of tte Zoo <br />The Zoo Manager shall be exclusively responsible for the administration and management of <br />the Zoo and direction of Zoo staff, within the policy guidelines set forth by the City Council, <br />City Manager, and Executive Director of the Agency. This includes without limitation all <br />matters related to animal care, maintenance, visitor services, and education, including <br />outreach programs except as otherwise specified in this Agreement. Zoo shall provide that a <br />representative of FOSAZ be permitted to attend regular Zoo management staff meetings. <br />C, Project Manag Hent <br />City shall have the responsibility for managing all capital and deferred maintenance projects <br />at Zoo. Zoo staff shall oversee all capital and deferred maintenance projects at the Zoo and <br />serve as the primary contact liaison between the City and consultants, architects, engineers, <br />and contractors. Zoo staff` shall be the primary contact and liaison between the Parties <br />regarding all capital and deferred maintenance projects at the Zoo. <br />Z. DUTIES AND RESPONSIBILITIES OF FOSAZ <br />A. Omanizational Structure <br />FOSAZ shall maintain a board of directors as may be provided by its articles of incorporation <br />and by-laws. Unless otherwise provided by FOSAZ, the board of directors shall have the <br />power to bind FOSAZ under this Agreement. FOSAZ shall provide that the Zoo Manager or <br />his or her designee shall be a non-voting advisor to the FOSAZ board, and shall receive <br />notice of meetings in the same manner as a member of the board and shall be entitled to <br />attend and frilly participate in all meetings of the Board with the exception of voting. <br />FOSAZ may appoint an Executive Director who shall act as the primary liaison between the <br />Parties, and shall maintain frequent communication with the City so that the Parties can <br />coordinate FOS AZ fund-raising activities and Zoo activities. FOSAZ shall provide annually <br />a calendar of special events for approval by the City along with specific staffing <br />requirements. <br />B. Capital Fundraising <br />The primary mission of FOSAZ under this Agreement shall be to seek and provide financial <br />support for Zoo capital improvements. The Parties (through a joint strategic planning <br />committee) shall mutually develop annual FOSAZ fundraising goals and prioritize exhibits <br />and/or projects to be funded with FOSAZ proceeds. City authorizes FOSAZ to solicit <br />individual, corporate, and foundation fiords and contributions for the benefit of the Zoo. <br />Page 2 of 11 <br />